Terms of Service

Terms of Service

Venture Highway Terms of Service

Last Revised: August 19, 2013

This Agreement sets forth the terms and conditions that apply to your access and use of the website located atwww.venturehighway.com(the “Site”), as owned and operated by Venture Highway, LLC, an Ohio limited liability company (“VH”). By using the Site, you agree to be bound by the terms and conditions of the Agreement andVH’s Privacy Policy, as they may be amended from time to time in the future (see “Modifications” below).

Accepting the Terms

By using the information, tools, features, services, products and functionality located on the Site (collectively, the “Products”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means you simply browse the Site) or you are a “Member” (which means that you have registered on the Site). The terms “you” or “User” refers to a Visitor or a Member. The terms “We” or “Us” refers to VH. If you wish to become a Member, communicate with other Members and make use of the Products, you must read this Agreement and indicate your acceptance during the Registration process.

You may not use the Products and you may not accept this Agreement if you are not of a legal age to form a binding legal contract with Us.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Privacy and Your Personal Information

For information about VH’s data protection practices, please readVH’s Privacy Policy, which is hereby incorporated into this Agreement. This Policy explains how VH treats your personal information when you access the Site and your use of the Products. The Policy may be updated from time to time in our discretion. Changes will be effective upon their being posted to the Site.

Description of the Products

The Products offered on the Site provide an online system for entrepreneurial education and assistance. The system illustrates a typical business life cycle where a business would innovate for new ideas, test the viability of ideas, plan for growth or investment, operate and scale efficiently and plan for the exit of the business venture. Surrounding the process documentation are the tools and resources to increase the efficiency and speed of business growth. The process has been developed and validated by entrepreneurs, the leaders from NCT Ventures and The Ohio State University. Based upon any information you provide, the Products may present to you information related to third party products or services (the “VH Offers”)

The Products are intended to serve as a guide to develop your ideas, grow and eventually exit your business if appropriate or possible. The Products and the Site are not intended to provide you with legal, tax or financial advice and VH is not responsible for any decisions you make pertaining to your legal, tax or financial situations.

VH Offers and Third Party Links

Some portions of the Site or the Products may be supported or sponsored by links from advertisers and display VH Offers that may be custom matched to you based upon information you provide or other information. We will always disclose when a particular VH Offer is sponsored.

In connection with VH Offers, the Products or Site may provide links to other websites belonging to other third parties. VH does not endorse, warrant or guarantee the products or services available through the VH Offers (or any third party products or services advertised or linked from our Site), whether or not sponsored, and VH is not an agent or broker or otherwise responsible for activities or policies of those websites. VH does not guarantee any loan, investment offer, plan or other service terms, rates or rewards offered by any particular advertiser or other third party on the Site are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest rates available in the market.

Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password, which together with your Login ID email address, allows you to access the Products you have selected and various parts of the Site. That Login ID and password, together with any other contact information you provide form your “Registration Information.”

By providing us your email address, you agree to receive all required notices electronically to that email address. It is your responsibility to update that email address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on our Site, accessible through any standard, commercially available Internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify VH immediately at the email addresssecurity@venturehighway.com.

Your Use of the Products

Your right to access and use the Site and the Products thereon is personal to you and is not transferrable by you to any other person or entity. You are only entitled to access and use the Site and the Products for lawful purposes. Your right to access and use the Site and its Products thereon is granted by way of a two-year nontransferable, non-sublicensable, revocable license. Should you desire to retain uninterrupted use of the Site and/or its Products and any information you may have stored thereon, you will be asked to renew your license every year for a non-refundable U.S. $10.00 fee. When your license is set for renewal, you will be prompted to renew your license. Failure to renew will result in the loss of your input information within thirty days of the termination of your license.

Accurate records enable VH to provide the Products to you. You must provide true, accurate, current and complete information about your accounts and you may not misrepresent your Registration Information. In order for the Products and Site to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Products used by you may be affected.

Your access and use of the Site may be interrupted from time to time for several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site, or other actions that VH in its sole discretion may elect to take.

Online Alerts

VH may from time to time provide automatic alerts and voluntary account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your VH account, such as a change in your Registration Information.

Voluntary account-related alerts may be turned off by default as part of the use of the Site or particular Products. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose the alert messages for your account. VH may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address for the Site. If your email address changes, you are responsible for informing us of that change.

Because alerts are not encrypted, We will never include your passcode. However, alerts may include your Site Login ID and some information about your account. Anyone with access to your email will be able to view the contents of these alerts. At any time, you may disable future alerts.

Rights You Grant to Us

By submitting your personal information, materials and other content to VH through the Products or the Site, you are licensing that content to VH solely for the purpose of providing the Products to you. By submitting your personal information, materials and content to Us, you represent that you are entitled to submit it to VH for use for this purpose, without any obligation by VH to pay any fees or other limitations.

VH’s Intellectual Property Rights

The contents of the Site, including its “look and feel” (e.g. text, graphics, images, logos, button icons), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Site belong or are licensed to VH or its software or content suppliers. VH grants to you the right to view and use the Site subject to these terms. You may download or print a copy of information provided on the Site for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Site in whole or in part for any other purpose is expressly prohibited without our prior written consent.

Access and Interference

You agree that you will not: (1) use any robot, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion thereof; (2) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than search engines and search agents available through the Site or Products and other than generally available third-party web browsers (such as Google Chrome®); (3) post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Site or the Products thereon; or (4) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising in any way making up a part of the Site or the Products thereon.

Rules for Posting

As part of the Site and the Products thereon, VH allows Members to post content on bulletin boards, blogs and at various other publicly available locations on the Site. These forums may be hosted by VH or by one of our third-party service providers on VH’s behalf. You agree in posting content to follow certain rules:

You are solely responsible for all content you submit to the Site;

By submitting content to the Site, you represent that you have all necessary rights and hereby grant VH a perpetual, worldwide, non-exclusive, royalty-free sub-licensable and transferrable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Site and our business, including, without limitation, for promoting and redistributing part or all of the Site and derivative works thereof in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Site and under this Agreement;

You may not post or transmit any message which would be libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethically offensive, that encourages conduct that would be considered a criminal offense , give rise to civil liability or violate and law, or that is otherwise inappropriate;

You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion;

You may not interfere with other Users’ use of the Site or the Products, including without limitation, disrupting the normal flow of dialogue in an interactive area of the Site, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Site infrastructure or that negatively affects the availability of the Site or the Products thereon to other Users;

Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose;

You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of the Site that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with Us;

You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Site or the Products are prohibited; and

You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Site or the Products, other products or services, advertising or marketing materials. You grant Us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Us in any way.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL PRODUCTS ASSOCIATED WITH THE SITE OR PROVIDED THROUGH THE PRODUCTS (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE OR OF THE PRODUCTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND THE PRODUCTS ARE AT YOUR SOLE RISK.

VH MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITE OR OF THE PRODUCTS (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. VH MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SITE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Not a Financial Planner, Lawyer, Broker or Tax Advisor

NEITHER VH NOR THE SITE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. VH IS NOT A FINANCIAL PLANNER, BROKER, LAWYER OR TAX ADVISOR.

The Site is intended only to assist you in your organization and decision-making and is broad in scope. Your personal situation and Your Concept are unique, and any information and advice obtained through the Site may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any strategy, you should consider obtaining additional information and advice from your accountant, attorney or other financial advisors who are fully aware of your circumstances.

Alert Disclaimer

You understand and agree that any alerts provided to you through the Site or the Products may be delayed or prevented by a variety of factors. VH does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that VH shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

Limitation on VH’s Liability

VH SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITE OR THE PRODUCTS, YOUR USE OF THE SITE OR THE PRODCTS OR THIS AGREEMENT, EVEN IF VH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VH’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Your Indemnification of VH

You shall defend, indemnify and hold harmless VH and its officers, directors, shareholders, members, managers and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

Ending Your Relationship with VH

This Agreement will continue to apply until terminated by either you or VH as set out below. If you want to terminate your legal agreement with VH, you may do so by closing your account for the Site.

Please use the directions below to cancel your account:

1. Contact Venture Highway and request account deletion at support@venturehighway.com;2. A VH representative will delete your account data within 48 hours of your request;3. Following your account deletion, you will not be able to login with your previous Registration Information.

VH may at any time, terminate its legal agreement with you:

if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);

if VH in its sole discretion believes it is required to do so by law (for example, where the provision of the Products or access to the Site to you is, or becomes, unlawful); or

immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

Modifications

VH may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Site or any Products after those changes are posted.

Governing Law and Forum Disputes

This Agreement, and your relationship with VH under this Agreement, shall be governed by the laws of the State of Ohio without regard to its conflict or choice of laws provisions. Any dispute with VH, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Supreme Court of Ohio within the county of Franklin, Ohio, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case VH may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, VH is able to offer the Products at the terms designated and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with VH, its officers, directors, employees, members, managers, agents or affiliates, arising out of or relating to your use of the Site or the Products or this Agreement:

YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and

YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if VH does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which VH has the benefit of under any applicable law), this will not be taken to be a formal waiver of VH’s rights and that those rights or remedies will still be available to VH.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and VH regarding the subject matter of the same, and supersedes all other previous agreements.